Tivic Health Systems Inc 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period from _________ to _________ Tivic Health Systems, Inc.(Exact name of registrant as specified in its charter) 81-4016391(I.R.S. Employer Identification No.) SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ¨ No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yesx No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes x No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated Filer ¨Non-accelerated Filer xEmerging growth company x Accelerated Filer ¨ Smaller reporting company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. ¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements. ¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2023, the last business day of the registrant’smost recently completed second fiscal quarter, based upon the closing price of the common stock as reported by The Nasdaq Capital Market on such date, wasapproximately $3.0 million. This calculation does not reflect a determination that persons are affiliates for any other purposes. As of March 17, 2025, 620,137 shares of the registrant’s common stock were outstanding. Table of Contents Page PART I Item 1 – BusinessItem 1A – Risk FactorsItem 1B – Unresolved Staff CommentsItem 1C – CybersecurityItem 2 – PropertiesItem 3 – Legal ProceedingsItem 4 – Mine Safety Disclosures PART II Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities51Item 6 – [Reserved]51Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations52Item 7A – Quantitative and Qualitative Disclosures About Market Risk73Item 8 – Financial Statements and Supplementary Data73Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure73Item 9A – Controls and Procedures73Item 9B – Other Information74Item 9C – Disclosure Regarding Foreign Jurisdictions that Prevent Inspections74 PART III Item 10 – Directors, Executive Officers, and Corporate Governance75Item 11 – Executive Compensation81Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters91Item 13 – Certain Relationships and Related Transactions, and Director Independence92Item 14 – Principal Accounting Fees and Services93 PART IV Item 15 – Exhibits, Financial Statement Schedules95Signatures99 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”) contains forward-looking statements, within the meaning ofthe Private Securities Litigation Reform Act of 1995, which represent our expectations or